HCTI Incurs New Debt, Issues Unregistered Equity on Dec 28

TL;DR

**HCTI just took on more debt and sold new shares privately, which could dilute your stock.**

AI Summary

Healthcare Triangle, Inc. (HCTI) entered into a material definitive agreement on December 28, 2023, involving the creation of a direct financial obligation and unregistered sales of equity securities. This means the company took on new debt and issued new shares without a public offering. This matters to investors because new debt can increase financial risk, and issuing new shares (especially unregistered ones) can dilute the value of existing shares, potentially impacting stock price.

Why It Matters

New debt increases financial leverage and risk, while unregistered equity sales can dilute existing shareholders' ownership and value without the typical public offering scrutiny.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation and unregistered sales of equity securities introduces financial risk and potential shareholder dilution.

Analyst Insight

Investors should investigate the specifics of the new financial obligation and the terms of the unregistered equity sales to understand the potential impact on the company's balance sheet and existing share value. This could signal increased financial strain or a strategic move to raise capital quickly, but without details, it leans negative.

Key Players & Entities

• Healthcare Triangle, Inc. (company) — the registrant filing the 8-K
• December 28, 2023 (date) — date of the earliest event reported in the 8-K
• HCTI (company) — trading symbol for Healthcare Triangle, Inc.
• $0.00001 (dollar_amount) — par value per share of Common Stock

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share HCTI The Nasdaq Stock Mar
• $5,200,000 — the aggregate principal amount of up to $5,200,000 which will result in gross proceeds to
• $4,420,000 — s to the Company in the amount of up to $4,420,000 due to the original issue discount, and
• $2,000,000 — the Investor in the principal amount of $2,000,000 which resulted in gross proceeds to the
• $1,700,000 — ted in gross proceeds to the Company of $1,700,000 and Warrants to purchase up to an aggre
• $3.44688 — fixed conversion and exercise price of $3.44688 per share, respectively, subject to adj
• $1,000,000 — or in the aggregate principal amount of $1,000,000, for gross proceeds to the Company of $
• $850,000 — 0, for gross proceeds to the Company of $850,000. Such additional principal amounts, if
• $2,200,000 — or in the aggregate principal amount of $2,200,000, for gross proceeds to the Company of $
• $1,870,000 — 0, for gross proceeds to the Company of $1,870,000. Such additional principal amounts, if
• $3 — at an initial conversion price equal to $3.44688, provided that if an event of def

Filing Documents

• hcti010224form8k.htm (8-K) — 40KB
• ex4_1.htm (EX-4.1) — 173KB
• ex4_2.htm (EX-4.2) — 87KB
• ex10_1.htm (EX-10.1) — 238KB
• ex10_2.htm (EX-10.2) — 126KB
• ex10_3.htm (EX-10.3) — 72KB
• ex10_4.htm (EX-10.4) — 57KB
• ex10_5.htm (EX-10.5) — 29KB
• ex10_6.htm (EX-10.6) — 42KB
• ex99_1.htm (EX-99.1) — 10KB
• 0001607062-24-000003.txt ( ) — 1293KB
• hcti-20231129.xsd (EX-101.SCH) — 3KB
• hcti-20231129_lab.xml (EX-101.LAB) — 33KB
• hcti-20231129_pre.xml (EX-101.PRE) — 22KB
• hcti010224form8k_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On December 28, 2023, Healthcare Triangle, Inc., a Delaware corporation (the " Company "), entered into a Securities Purchase Agreement (the " Purchase Agreement ") with an institutional investor (the " Investor "), pursuant to which the Company agreed to issue to the Investor Senior Secured 15% Original Issue Discount Convertible Promissory Notes (the " Notes ") in the aggregate principal amount of up to $5,200,000 which will result in gross proceeds to the Company in the amount of up to $4,420,000 due to the original issue discount, and warrants (the " Warrants ") to purchase a number of shares of the Company's common stock (the " Warrant Shares ") equal to 50% of the face value of the Notes divided by the volume weighted average price, in three tranches (such transaction, the " Private Placement "). The Purchase Agreement contains customary representations and warranties by the Company and, additional closings are subject to additional closing conditions detailed in the transaction documents. Under the first tranche of funding, which closed upon signing of the Purchase Agreement on December 28, 2023, the Company issued a Note to the Investor in the principal amount of $2,000,000 which resulted in gross proceeds to the Company of $1,700,000 and Warrants to purchase up to an aggregate of 357,500 Warrant Shares. The Note and Warrants issued in the first tranche of funding have an initial fixed conversion and exercise price of $3.44688 per share, respectively, subject to adjustment. The Warrants carry a 5-year term and, if not exercised, will terminate on December 28, 2028. Upon the 60 th day following the effectiveness of the Registration Statement (as defined below), and subject to the satisfaction of certain conditions, a second tranche of funding may be provided by the Investor with the mutual consent of the Company and the Investor in the aggregate principal amount of $1,000,000, for gross proceeds to

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 4.1 Form of Senior Secured 15% Original Issue Discount Convertible Promissory Note. * 4.2 Form of Common Stock Purchase Warrant.* 10.1 Securities Purchase Agreement.* 10.2 Security Agreement.* 10.3 Pledge Agreement.* 10.4 Subsidiary Guarantee* 10.5 Intercreditor Agreement* 10.6 Form of Registration Rights Agreement.* 99.1 Press Release, dated January 2, 2024 * Certain information in these exhibits has been omitted because it is both not material and the type of information that the registrant treats as private or confidential. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Healthcare Triangle, Inc. Date: January 2, 2024 By: /s/ Thyagarajan Ramachandran Name: Thyagarajan Ramachandran Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR